Apyx Medical Corp

This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation for the named executive officers. Management is seeking this advisory approval in accordance with the Dodd-Frank Act and SEC rules to obtain shareholder feedback on its pay practices, even though the vote is non-binding. The proxy materials describe a compensation program focused on base salary, discretionary annual bonuses, and long-term equity incentives (primarily stock options) intended to align executives’ interests with long-term stockholder value creation. The Board emphasizes that the vote is advisory but will be considered by the Compensation Committee in shaping future pay decisions; it recommends a vote FOR on the grounds that the program is performance-driven, competitively positioned, and responsibly governed. Key context includes the Company’s status as a smaller reporting company with scaled disclosures, recent equity awards and discretionary payouts tied to 2025 performance, and governance features such as clawback policy and independent committee oversight. Supporting management’s stance, the Company points to recent operational progress (revenue growth, product launches and FDA clearances) that informed pay outcomes and equity grants. Potential investor concerns include the level of equity dilution, the discretion used in awarding bonuses, and governance around repricing and recycling of shares under new plans; management addresses some of these by noting committee oversight and plan features that require shareholder approval for repricing. Because the vote is advisory, it imposes no legal change, but a significant negative vote could prompt the Board and Compensation Committee to re-evaluate pay practices and engage with stockholders. Overall, the proposal functions as a governance signal: a FOR vote supports management’s current compensation approach and alignment rationale, while an AGAINST vote would indicate investor dissatisfaction and could trigger responsive engagement and policy changes by the Board.

This proposal seeks shareholder approval of the 2026 Share Incentive Plan, under which up to 4,000,000 shares may be granted as stock options (including incentive stock options) and restricted stock to employees, outside directors and certain consultants. Management is pursuing shareholder approval because existing plan capacity is nearly exhausted (fewer than 50,000 options remain) and additional authorized shares are necessary to continue granting equity for recruiting, retention and long-term incentive purposes. Key structural features include a 4,000,000-share limit, prohibition on repricing options without shareholder approval, exercise prices at least equal to fair market value at grant, committee administration by independent directors, and typical share recycling provisions for forfeited or used shares. The Board frames the plan as important for aligning employee and director interests with stockholders and for competitive compensation in the medical device sector; it recommends a FOR vote citing these reasons and governance safeguards. From a governance and dilution perspective, the plan will incrementally increase potential dilution and should be evaluated against the company’s outstanding option overhang and recent equity grants; the proxy discloses current outstanding awards and available shares under prior plans to allow that assessment. The plan includes discretionary authority (e.g., to set vesting schedules and payment forms) that can be used to tailor awards to performance objectives, but that discretion also requires active compensation committee oversight to mitigate excessive dilution or misalignment. The vote requires a majority of votes cast; because the plan permits participation by outside directors, this raises potential related-party interest considerations, though the Board discloses those interests and the Committee’s administration. If approved, the plan will give management and the compensation committee flexibility to continue equity-based incentive programs, while shareholders retain the ability to require approval for certain material changes such as repricing.